The Amazing SPIDER-MAN 3 - Film Screenplay Treatment
by K. Kalibur Bigelow
Summary: After the brutal battle that took Gwen Stacy, Peter attempts to restore the life that has been stolen from him while juggling his heroic responsibilities. However, a target is best preyed upon in its weakest state. Spider-Man finds himself within the sights of a threat that will shake everything he holds dear & test not only his strength as a hero, but his courage as a man.
1. Act 1: Second Chances

**#AuthorNotes: _H__ello everyone! This movie is set in the marvel cinematic universe. I began writing it the night after i saw The Amazing Spider-Man 2 opening weekend! I am a big Marvel, action movie, drama film fan and i appreciate intriguing romance- so there will NEVER be a dull moment in each ACT or Scene... unless there is some much NEEDED story-building infomation within the dialogue! This Treatment IS finished, but i will be uploading each chapter within weeks. I'm open to hearing feedback for this story and also open to adjusting the film based on what YOU would like to see happen NEXT!_**

**Enjoy!**

* * *

Written by K. Kalibur Bigelow

**Act 1: _Second Chances_**

**A** beautiful aquatic body of water reflects beams of light, dancing upon its surface.

It flows in tranquility, mirroring the aqua blue skies above. An insect buzzes by. Though small in size, its wings emit a vibration that can be heard as loud and belligerent as a 2000-watt amplifier at a heavy metal concert. The annoying fly lands near the beautiful liquid.

However, before it can taste its content, it finds itself under attack by a creature much larger than it is capable of defending- the Black Widow Arachnid. The massive spider proving itself unmatched rips apart the bug and quickly consumes its remains.

Satisfied, it scurries away as quickly as it appeared but is crushed under the paws of a traveling pack of young lion cubs. The roar of powerful engines startles the young beasts and from the gigantic leaves emerges a large motorcade of trucks, jeeps and camouflaged HUM-Vs traveling the African Safari.

**_"How's everything going out there Mariah?"_** echoes the baritone voice transmitting from a laptop of an attractive female bioresearch scientist. As the vehicle travels through the tough terrain of vines, she braces her belongings while struggling to keep her _Mac Book_ mobile computer from toppling over. **"Eh.. research is in-progress sir."** She replies pausing briefly to look over her shoulder at the large men strapped in mercenary gear with automatic rifles accompanying her. One glances in her direction and winks at her flirtatiously.

**"But.. There is a tad bit too much pumped up testosterone in this motorcade, if you know what I mean sir"** She continues. The voice emitting from the device laughs, coy in his response. **_"No worries, if any of them touch you.. there will be drastic repercussions."_**

The young researcher answers**, "Thank you sir, I will keep you updated on the data we collect shortly." **Feeling relieved- she shuts her laptop and admires the beautiful spectacle of nature and its wildlife habitat.

**"Brace yourselves!"** the driver screams, followed by the load sound of an exploding tire blow out.  
The sudden sounds **"BA-DOOOOM!"** **"SCREEETCH"** **"PLOOOOOOM!"** echoes through the corridors of the jungle! Animals retreat into the shrubbery while Birds scurry through the branches of the tropical vegetation into the skies above- translating the cry of the crashing vehicle as imminent danger.

From blurred vision, the research scientist opens her eyes to the horrific sight of her fellow passengers firing their weapons at wild lions descending upon them from every direction! Most of the mercenaries are immediately taken down and killed by the vicious beasts; however few remain, fighting desperately. Her primal instincts tell her to run but as soon as she attempts to get up she is gripped with the excruciating pain of a torn ligament in her right leg. She topples to the ground; Hopeless.

One of the mercenaries quickly grabs the young scientist, **"Come Child, Quickly!"** He yells at her in a deep Russian accent. **"I Can't!" **She yells back. He straps his machine gun to his back and with one single motion picks her up and carries her away from the fray. In the distance, two of the wild lions are viciously tearing apart the flesh of one of the men.

They hover above him like a starving family at a feast. One of the animals becomes immediately distracted by the bright colors of her garment and sprint off in pursuit!

Mariah is impressed by the mercenary's ability to carry her weight as if she were a child. He darts through the leaves of the jungle, trekking relentlessly through a small creek. The water does not stop the lion however, maneuvering over the body of water by leaping onto a nearby wooden branch from a previously fallen tree. She can tell by his firm grip, his paced breathing, the sweat trickling through his course beard and the fierceness in his eyes that he was aware of what lies behind them. The lion is within inches, gaining rapidly.

The beast leaps out clawing at the sprinting mercenary tearing flesh from his calf. As his body hits the ground, he drops the woman extending his arms to soften the fall for her. **"Run child! ..I know you are injured but you must go!"** He says before the lion pounces on him. Mariah desperately tries to use her upper body strength to drag herself to a safe distance. The man and beast are locked fist to claw as he tries to balance the lion's body weight on top of him and reach for his combat knife. **SLASH!** While in effort to free one hand to retrieve his weapon, the lion clawed the mercenary's abdomen exposing his tissue and organs.

Blood smears the ground by the ounce as the two slash at each other savagely. Finally! The mercenary is able to stab the wild lion in the neck, killing it, but not before the beast dealt a final slice to his chest before falling lifeless.

**"Oh My God!"** the woman screams, crawling toward him. She clinches his torn hand as both he and the animal lay in a pool of their own blood. **"You are safe. No?"** he mumbles. Tears begin flowing from her eyes as she embraces his wounded body. All she could do is solemnly nod in agreement, **"Yes! I am, thanks to you!"** His eyes roll into the back of his head as he begins to lose consciousness.

She whimpers **"No! Don't die, please!"** He briefly regains focus and tries to speak, mumbling, **"You are strong woman. I have watched you… Your research will save lives. Go."** he says. Mariah interjects shouting in disagreement **"No!"** Squeezing her hand tightly he answers **"Let me die, I have done many terrible things. Let me die knowing I did one thing right…"**

Searching her mind for options, Mariah scrambles to open a pocket within the leg fabric of her cargo pants. She pulls out a small vile containing a yellow acidic liquid. **"Aaargghh..mmhph!"** he groans in agony, breathing heavily. She realizes he is within inches of his life. Mariah desperately uses her teeth to pry open the canister while using her other arm to tilt his heavy body towards her. The young woman clinches his jaw and pours the chemical down his throat, wincing in remorse as she watches him choke and gag on a mixture of the acidic liquid and his own blood.

His respiratory system launches his body into a state of shock converging into a severe seizure. He screams in excruciating pain and passes out from the trauma. **"Sir!? Please!"** she screams as she slaps his face attempting to revive him. The woman slams her fist on his chest and his eyes slowly open again. The desperate scientist responds in a mixture of tears, surprise and thankful laughter. **"Sir…"** she asks holding his head in her lap. **"May I ask? …What is the name of the man who saved me?"**

The mercenary looks up at her, attempting to regain his focus and pupils in his eyes dilate from circular, to oval, to a thin horizontal bestial form then instantly back to its human shape. He answers, speaking his name in Russian dialect.

**"Kravanov."**

* * *

**"I'm going to kill you Parker!'**

Shouts an attractive long haired, full lipped, beautifully tanned young woman- waiting at the front door of the Ben and May Parker residence in Queens, New York. **"Peter, Hurry! We're gonna be late!"**

Liz Allen begins to boil with frustration as Aunt May strolls to the kitchen to prepare the food for her and Anna Watson's Dinner Party.** "I do apologize for the ruckus Mrs. Parker, but Pete here has absolutely no sense of TIME what so ever."**

Upstairs in the room, along the mess of clothes, cob webs, and scraps from his latest science experiments sits the hunched figure of a stressed nineteen year old young man with the weight of the world on his shoulders. He turns slightly to respond **"Uhh.. Be down in a minute dear, I can't find my iPhone!"** Peter turns back and looks down at his hands, nervously clinching his so called "lost iPhone" as the dial tone on the receiving end rings with no answer. Finally, from the speaker emits a soft and calm voice.

**_"Hello"_**  
Peter immediately replies- his voice stained with guilt. **"I'm Sorry…."** The sultry feminine voice continues **_"You've been lucky enough to reach the voicemail of Gwen Stacy, unfortunately I can't come to the phone right now…"_** His young face lit up with joy and tranquility as he could once again be graced by the voice of his true love.

He realizes it was the only way he'd ever hear her voice again.. Peter further hunches over in disappointment, burying his hand in his face and tangling his red-webbed glove within his wild spiky hair.

* * *

Across town, the world famous New York City skyline burst with life, energy, noise and promise as the sun glimmers, setting over the massive structures of the metropolis. On the eastern sea bank of the city, _The Raft_ prison facility can be viewed sitting in the middle of the river as murky clouds form over the body of water, approaching from the ocean.

**"The News says we got a storm coming tonight Stevens"** scoffs a police guard with his feet perched up on a desk in a room full of security monitors. A double-barreled shotgun can be seen leaning against the table where his partner Stevens sits a bag of fast-food. **"Nahhhh.. O'Brian, you know how those Weather guys are bro! One minute they say its gonna' snow, no snow… then they say its gonna' be sunny with fifty-five degree temps.. and BOOM! It frickin' snows!" **O'Brian mocks.

Stevens takes a glance at all the monitors displaying some of the world's deadliest criminals and interrupts **"Don't you think it's past time for their dinner?" **O'Brian snaps back

**"Nope! These creeps can rot for all I care! D'ya know how many cops they've killed in the line of duty? We bring them in here and allow em' to read books, watch TV and give em' three course meals a day! There's kids of slain police officers who ain't getting three meals a day no more… Forget em!" **Stevens notices the image in one of the monitors appears much more distorted and filled with random burst of static, unlike the other screens. **"What the hell?" **he inquires.

Aleksei Sytsevich, also known as the Rhino bangs rage-fully on the reinforced steel walls in his cell. **"Screw This!"** His body is wrapped in a heavy insulated prison uniform accompanied by an advanced-tech inhibitor collar, bolted around his neck blocking his enhanced powers. During his previous assault on New York in the Rhino Mech-Armor provided by OSCORP, Aleksei was fueled by injected performance-enhancing drugs that increased his reflexes, primal instinct and strength in order to aid in the operation of the Gigantic Rhino Armor. He screams as he storms to his bed, a short distance within the chamber.

Lifting the massive furniture, the frustrated inmate throws it at the door shaking the structure and rattling the security camera within the cell. **"Aaaarrggh! This is police brutality!"** he rants in broken english. O'Brian and Stevens finally enter the Psychiatric Wing where Aleksei is held. As they reach his cell, an equally pissed off O'Brian bangs back at the prison door in response to Aleksei's out burst. **"Heyyy you roid raged scum bag! Shut up in there!" **the police officer scoffs. A slick Italian-accented voice responds from a prison cell behind the two officers. Robert Hardesky, the professional world renowned burglar by the name of "The Cat"sarcasticallysneers** "If you officers didn't treat us like human punching bags, maybe our hot-tempered friend in there wouldn't be ready to rip your head off." **Stevens looks back at Hardesky, about to speak but his attention is disrupted by the loud **"CLANG!"** **"SNAP"** and **"CLICK"** of the cell door across from him electronically unlocking!

Both Officers eyes widen as the prison cell of Aleksei Sytsevich opens, letting out smoke and smog from months of air-lock pressure. The Prisoner's facial expression mirrors the same surprise as the officers, as he too can't believe his "early-release." The state-of-shock quickly dissipates as the advanced inhibitor collar snaps off on its own and falls to the ground. Aleksei stands before the officers, his massive body pulsing with enhanced steroids, feeding his strength. Officer Stevens is instantly paralyzed by fear, but O'Brian quickly reaches for his 9mm pistol. **"Did you idiots even read his case files?"** Hardesky sneers at the officers from his cell, again, watching from across the hall.

O'Brian's hands shake and tremble as he aim's his pistol-attempting to fight back fear and muster up the nerve to pull the trigger. Before O'Brian could say **"Freeze"** his body is struck with 10,000 volts of electricity, frying his molecules instantly. The force of the energy blast shoots his lifeless corpse in mid-air towards Stevens who falls, ducking the impact of his slain partner.

Looking at O'Brian's dead body, Stevens cowers on the floor trembling at the feet of Aleksei as Robert Hardesky continues his taunt, **"I don't know how the hell he got LOOSE, you unfortunate pig… but… you're gonna find out first hand how the Russian's torture their victims!"**

* * *

**"I would say I understand your frustration Lizzie, but I cant. When we were your age, Peter's uncle Ben was never late for a date."**

Aunt May continues **"This generation is so different, they don't care about responsibility!"** Immediately those words cut Peter in his chest like a blade from Green Goblin's hover-glider as he approached the last step into the foyer of the Parker Residence. He glanced over at a framed picture sitting on a short table by the front door of him as a boy standing proudly with Ben Parker. **"Oh… hey baby! We didn't see you standing there! I got so caught up in conversation with your aunt.."**

Peter, still glancing at the picture, simply answers **"Its okay."** By now, May notices the damage her words have caused and attempts to interject **"I'm sorry Dea—"** Peter cuts her off **"No, you're right Aunt May. Uncle Ben was…..Perfect, it seemed… He WAS a man of great responsibility." **Liz attempts to lighten the mood by changing subjects **"I'm so excited about the NYC Lights Concert series! Our favorite bands will be performing on an exclusive roof-top stage outside, over-looking Manhattan!"**

Peter grabs Liz by the hand and walks out of the door. Liz tries to wave "bye" to Aunt May as Peter drags the beautiful girl behind him, slightly similar to a rag doll. **"I won't keep him out long Mrs Parker!"** Liz shouts, smiling.

Minutes later, the couple sit together snuggled up on the L-2 Bus en-route downtown. Liz holds Peter's hand tightly as he looks out of the window, gazing aimlessly at the approaching city lights. **"Are you okay Pete? You don't seem like yourself."** Liz asks. Her beautiful face filled with concern. Peter looks down at her, **"I'll be fine Lizzie, its just that… ya' know…"** He continues, embarrassed **"Back at Midtown High, you were one of the hottest, most popular cheerleaders in the school, and now you're sitting here on a Bus because I can't afford a car." **Peter further explains with frustration** "My high school crush, our sexiest prom queen riding public transportation wit…"** Liz immediately cuts him off **"…with Empire State University's most intelligent and top neo-genetic physics student!" **

Pete reels back in shock at Liz's encouraging response thinking to himself **"Wow… She really doesn't care about what I don't have! She actually sees the man I can become."** He blushes at her kind words, smiles and answers; **"Yeaahhh… you're right. One day, I'm gonna turn our bus rides into chauffeured limousine cruises!" **

Suddenly illuminated with reassurance and happiness, Peter pulls Liz closer to him and holds her tight. She passionately clinches his hands even tighter as the couple enjoys their ride through Manhattan, optimistic about their future.

As forecasted, rain drops slowly trickle onto the streets of New York. Within minutes it becomes a flash Storm pounding against the rooftop of the L-2 Bus. **"Wait a minute… is that freakin' RAIN?!" **shouts Peter looking at the ceiling distracted by the loud thumps of liquid crashing against the transit vehicle. Liz looks out of the window at the drenched skyline **"Oh No! Our roof top concert! It's going to be ruined!"**

Pete grabs his iPhone, looking up information about the show. **"I'm checking the band's Twitter page. Maybe they tweeted…." **Both of their faces drop as they look at the recent online post **"The NYC Lights Concert Series has been cancelled due to inclement weather. ****_#SorryFansWeLoveYou_****"**

Liz always saving the day and looking on the bright side answers, **"Its okay honey, maybe we can catch a movie!"** She continues, **"We can't get WET in there…"** thinking for a moment, her mind traveling to the "gutter" as she responds with a naughty giggle **"…or could we?"** Peter is once again caught off guard, leaning in closer; he rubs his nose against hers with an equally mischievous expression.

**"BOOM!" **Their romantic moment is cut short by the crashing of concrete and rubble from several buildings a few blocks ahead near the George Washington Bridge. Cars screech to a halt and create a heavy traffic jam, trapping all commuters while innocent people scatter in the opposite direction of the disaster. The look of utter terror and fear gripping the faces of the fleeting victims disturbs Peter as he runs to the front of the bus looking through the driver's front windshield.

His "hero" instincts kicking in immediately, Peter yells to Liz, **"I'll be back, we gotta do something!"** She shouts back at him panicking, **"Do WHAT Peter? What the hell CAN we do?!"** He looks back at the impending chaos **"There could be people trapped between the rubble, dying!" **Before he jumps out of the bus, Peter answers, "**The least someone can do is TRY!"**

* * *

**#AuthorNotes: _Let me know what you guys think so far! - Kali_**


	2. Act 2: Old Friends

**Act 2: _Old Friends_**

**G**un shots ring out from a group of masked assailants.

The cast, staff and executives of Eagles Gate Productions scurry about hysterically, avoiding a hail of bullets. The presence of death, confusion and chaos weighs heavy on every innocent soul the George Washington Bridge accompanies. "**Hurry up and kill him!"** shouts one of the assassins. **"I'm trying! He's like a cockroach, he won't stay STILL!"** the large goon grunts, spraying his AK-47 in the direction of a red Chevy Corvette.

Behind the crimson vehicle is the world famous actor- Ted Lions, the star of the summer blockbuster they had been attempting to film. He clings to the outside passenger door for dear life as his female co-star frantically calls the police with her cell phone. **"Ted! I think these men are trying to kill YOU!"** She shouts over the blaring noise of gun-fire bombarding the opposite side of the vehicle.

**"I knowwwww, I KNOW! My agent gave them the money last week! I thought that'd make em' leave me alone!"** Ted responds as he quivers, clinching his knees while stuffing his head between his arms. Another explosion ignites near him, piercing the atmosphere. The eminent force of the blast knocks them both to the ground. Recovering, the dazed young female co-star screams into her phone at the 911 operator, **"Somebody pleaseeeeee, help me!"** The distinct sounds of "Thwipping" can be heard in the distance, inching closer and closer until a heavy **THUUUNK!** clashes upon metal, catching their attention!

**"Did someone here desperately shriek out a teary eyed-cry for help?"** Answers the muffled, masked voice of the Amazing Spider-Man! They look up at the red and blue clad muscular hero, perched on top of a massive over-turned construction truck and breathe a sigh of relief. Ted shouts immediately "They're here to get me!" Spider-man replies, coy, **"Sigh… You know how celebrity groupies can be sometimes! One minute they run to you with teddy bears, bra straps and t-shirts to autograph… next minute they run at you with sub machine gun-assault rifles, banana clips and infrared scopes!"** One of the assassins sends shots in Spider-man's direction.

The bullets miss their mark as Peter's "_Spidey Sense_" kick in, allowing him to avert every shot effortlessly with impressive arachnid-like acrobatics. Spider-Man launches from his position on the truck as the intense force tilts the large vehicle over the bridge into the Hudson River. Lightning from the raging storm strikes as the young hero leaps into the air, shooting dozens of web pellets at his attackers.

With pinpoint accuracy, the sticky pellets force it's way down the barrel of each chamber, imploding immediately when they attempt to fire. Amazing and Simultaneous, the blast of the web implosion knocks each assassin to the ground as Spider-Man summersaults, lands and descends upon them. He looks around at the goons, struggling to regain their composure—one unconscious from the blast and three attempting to get back up. **"Hmmmm… Lets see… Which one of you chuckle heads thought it was okay to wear LEATHER masks, pants and jackets in 97 degree weather? Did you WANT to burn your balls off?"** Spidey snickers.

One approaches from the rear throwing a hay maker punch with all the strength his body has to offer. "**SHUT Your Face!"** the convict screams. Like a breeze passing a palm tree, Spider Man slightly tilts his head back, allowing the fist to glide by. **"Whooaaa… You must be the Leader!"** Spidey responds as he punches the goon in the stomach, knocking the wind out of him.

**"Little bit of advice."** He continues, **"You're not supposed to yell and scream out stuff when you sneak up on people, it ruins the surprise!"** Spidey spins and connects his boot flat into his assailants face with a powerful roundhouse kick, leaving him indisposed. The other two goons, thinking they are smarter than their boss, attack the young hero simultaneously. Spider-Man dodges both attacks and uppercuts one of them, launching the assassin's body into the air with his powerful super-human the last thug watches his comrade fall to the soaked ground like a hefty sack of potatoes, fear grips him and he whips out a knife.

As soon as Spider-Man strikes him in the jaw with a heavy backhanded elbow, grabs his head and slams his face into his knee with incredible force, the assassin taps out. **"St—St—Stop! You win!"** shouts the goon raising his hands and quivering in terror. Spider-Man grabs him by the collar and lifts him with one hand, flexing his shear muscularity. **"Who sent you to kill Ted Lions!?"** Spidey forcefully inquires. The assassin chokingly raises his hand and points in the direction of one of the production company staff members, ducking behind a large metal beam of the bridge.

Ted looks over at his fellow employee in utter shock. **"Quintin Beck?! W…Wh…Why would you do this to me? We've worked together for years! Our children play together! You were my Friend!"** Ted asks, betrayed. Quintin drops the remote control trigger to the special effects explosives as his adrenaline and instincts kick in. His expression changes from shock at the fact that he's been caught, to disgust from his internal hatred towards the Actor. He immediately shoves Ted's face into the window of a car, cracking the windshield, then turns around and runs away for safety.

**"Ohhhhh… You're a hit it and run kinda guy?"** Spider-Man comedic-ly taunts. Beck sprints past innocent by-standers pushing some out of the way. **"Fuuuck Youuuuu!"** He curses as Spidey places his hands on his hips jokingly and replies "**Didn't even invite me to dinner or a romantic movie or nothing!"** Spider-Man extends his arm and lightly taps his inner-palm, activating his high-tech web looks back as he's running and notices there is extensive distance between him and the scene of the crime and chuckles confidently as he makes his escape.

**FLOOOM, FLOOM!** In seconds he is struck in the face with two large balls of webbing, hitting him with what seemed like the impact of two bricks. Spider-Man shoots two web lines at the opposing structural posts of the bridge and sling shots himself several feet into the air, landing in front of a grounded, subdued and semi-unconscious Quintin Beck.

The last thing he sees from his blurred vision is large white, glassy eyes and the hero's red webbed mask looming over him, taunting. **"Aaaannnnd CUT! Quiet on the set! It's a wrap people!"** Spider-Man jokingly declares. The sound of the cheering crowd, celebrating his defeat is the last thing Beck hears before his line of sight blacks out.

* * *

Liz waits patiently under the foyer of the Manhattan movie theatre, avoiding the rain as the ambience of florescent city lights; billboards and the rush of New York City nightlife surround her.

Peter had been gone for at least forty-five minutes and to make things worse- she heard another explosion earlier. Her mind races as she looks towards the George Washington Bridge in the distance, worried about the well being of her brave friend. She desperately butchers the buttons of her iPhone, sending him her 5th text message since he leapt off into action. **"Peter, please tell me you're okay"** she whispers.

**"Elizabeth Patricia Allen? Is that you?"** a voice says as Liz turns towards its direction, pleasantly surprised. **"Oh My God!"** she yelps out

**"BEEEP"** cries the ringtone of an incoming text message. Peter checks his phone as he darts between traffic and runs through the rain, holding a large piece of newspaper for cover against the elements. The text reads, **_"Honey, I'm at the Theater, speaking with an old friend. Please get here soon! - xoxo." _**

Peter smiles at the message, feeling lucky to have a beautiful and thoughtful friend like Liz, especially in his time of mourning. However, being a "guy" his smile is quickly replaced by male testosterone driven territorial suspicion. **"…..An Old Friend?"** Peter uncomfortably inquires. He picks up the pace and runs twice as fast through the drenched city streets. When he arrives, a block from the theatre, he can vaguely see a glimpse of Liz laughing, smiling and enjoying her conversation. Frustrated due to the heavy foot traffic of the crowded boulevard, he can't pinpoint who the young man is.

Inching closer, wiping rain away from his brow to clear his vision, he slightly pushes his way through the crowd and firmly grabs the guy on the shoulder. **"Sooooooooo…. You're the _OLD PAL_ I heard about.. huh?"** Peter condescendingly quips. Both Liz and the man's face drop in shock. **"Wha—What are you talking… Who the hell are you dude?!"** the man asks pulling away from Peter's tight grasp. **"Peter!"** Liz shouts, concerned. **"What!? I'm just introducing myself like the gentleman I am!"** Peter responds sarcastically with a shrug.

**"THIS is my friend…"** she replies pointing in the direction of a wildly beautiful voluptuous woman with the statuesque body measurements of a Victoria Secret "angel" super model. A cute little button nose accents her gorgeous face while her long luxurious lashes reveal her soul piercing emerald green eyes. She slightly runs her finger through ruby curls, removing strands of her fiery red hair out of the way of her sight. Peter's heart stops, and his vision become locked on the young woman as if suddenly there was no one else on planet earth besides her. His nineteen-year-old hormones rage as his palm begins to sweat profusely.

He tries his best within everything inside him to maintain his composure in front of Liz who introduces them. **"This is Mary Jane Watson" Liz continues. "You must be the boyfriend!"** Mary Jane replies. Peter still having a moment realizes he had just said something similar to the goon on the bridge. He gets a brief flashback of his recent battle and himself in his spider garments quipping _**"You must be the Leader!"**_ He thinks to himself in a horny, delusional state **_"Annnnddd… She TALKS just like me.."_** however, he quickly snaps out of it.

Attempting to avoid the uncomfortable silence, Liz and Pete answer awkwardly at the same time. **"We're just Dating."** Mary Jane giggles at their simultaneous response **"Awwwww… that's what all cute couples say right before they make it official"** she answers as Liz cuts her off** "Ummm… Pete. Mary Jane and I went to Elementary School together in Queens but we lost contact when she moved to Los Angeles with her dad."** Peter scratches his head in confusion. **"Watson…. Queens….Los Angeles…"** He says. **"I think I've heard of you, My Aunt May has a best friend named Anna Watson. She always spoke very highly about how proud she is of her niece who lived in LA."**

Mary Jane smiles excitedly **"That's my Aunt Anna!"** Liz pleasantly chuckles **"Small World! My best friend is my guy-friend's Aunt's best friend!"** she declares. Peter continues almost ignoring the fact that Liz spoke at all. **"She said that you were gonna be a big star!"** he says.** "I've done a few things here and there in Hollywood. No major roles yet! Buuutttt… I'm hoping I'll have better luck here on Broadway. My agent says a lot of great actors got their first start here in the world-famous Broadway stage play circuit!"** she replies with a smile. **"Very True…."** Peter answers smiling back while staring deep into her eyes becoming almost lost in them. Mary Jane nods in agreement.

Liz cuts the awkward silence once again and grabs Peter by the arm. **"Look at us, shooting our mouths off in the rain. C'mon Petey… We're gonna be late for our movie! See you later Mary Jane, I'll call you tonight girl!"** Liz interjects as her and Peter walk away. **"Have fun love birds!"** The red haired beauty shouts. She looks at Peter, making eye contact and continues **"You just hit the jackpot, Tiger."**

Peter and Liz both correct her, speaking simultaneously again as they walk into the theatre. **"We're Just Dating!"** declare as Mary Jane laughs, opens her umbrella and leaves the theatre, making her way through the busy city.

* * *

The Sun beats the tropical horizon over the African Congo jungle as military rescue vehicles depart its vegetation. Animals of the wild scatter the grounds as they pass a large ancient African city with mountains as massive as its historic structures.

Within one of the rescue vehicles- wires extrude from the veins of human flesh into the cold steel of medical machinery. The silence in the air is pierced by the annoying sound patterns of a respirator. **"Why are we not stopping? ….We just passed a whole city!"** a frustrated Mariah inquires to the soldiers on board with blatant hostility. **"That is the city of Wukanda, ma'am."** the soldier answers directly. **"They do NOT take too kindly to outside visitors. If we attempted to make camp there, we wouldn't survive the night,"** he concludes. Coming out of his comatose-like state,

Kravinov speaks. His speech slurred and his voice weak from his traumatic endeavor. **"W…w… *sigh* …we are lucky t…t…to even be allowed to pass by that place… wi…without" **he slurs. However, as he speaks his voice becomes deeper, more baritone with a powerful bravado and presence that commands the attention of all within ear shot of his oratory.** "Without being targeted by their defensive weaponry," **he concludes. The young female scientist grasps his hand. **"Kravinov! You are awake! I'm so glad you are alive" **she says filled with relief and joy.

**"I am only alive because of the compassion of a strong woman"** he replies, looking into her eyes with the intensity of a lion. He squeezes her hand, exuding his strength yet gently rubbing her fingers with a hint of compassion. **"You are my Calypso."** He declares. **"Ca…Calypso?"** she asks, confused and intrigued at the same time. He continues **"Calypso is the Greek goddess who was revered for her breathtaking beauty. She offered the legendary hero, and king… Odysseus…the gift of LIFE."** He pulls her closer to him. **"I believe that on this day, the gods have looked upon us and smiled… For it is a rare occasion that a man meets one who is able to heal his broken body… and his broken heart." **

With these words she is filled with an instantaneous rush of fascination, compassion, curiosity, confusion and undeniable sexual arousal. **"Bu…But… You never asked me what my name is…"** she says. **"I don't need to… I already know it."** Kravinov replies confidently. Emotions overwhelm her, but she tries to hide it from plain sight even though something unspoken is telling her he sees right through her guarded facade.

There was something truly romantic in the events that had recently occurred. Could this be fate? Were their paths destined to cross? These thoughts plague her subconscious as she feels her heart magnetically drawing closer to this stranger who risked all to ensure her safety and happiness.

Their moment of clarity is interrupted as her mobile laptop rings with an incoming Skype call. She reluctantly answers. **_"Report. What are recent developments?"_** inquires the voice on the line. **"Our voyage was cut short by the unsuspected attack. We were unable to reach the fleeting Chitauri ship that wandered and crashed here after it's battle with the Avengers." **Mariah answers. **_"Dissapointing…"_** the voice responds. **_"Were there any casualties?"_**

Appalled by his lack of concern for her well being Mariah answers sarcastically. **"Well… ummm… Besides the fact that I almost died…"** She continues. **"There were massive casualties, sir. Twenty-one of our men were killed in action…** **We have one survivor besides myself." **The young woman looks over at Kravinov who sits up on the stretcher, detaching medical equipment and pulling wires out of the veins of his large muscular body. Finding herself uncontrollably aroused once more at the sight of his perfect form and handsome chiseled face, she pauses before continuing. **"He suffered several fatal lacerations to his vital organs…"** she says. **_"So how is he still alive then?"_** the voice inquires. Mariah answers **"I was forced to treat him with the cross species genetic SERUM sir. It was my only chance at saving him! I know you forbid it's use or distribution and I'm ready to forego any consequences due to my actions." **She concludes.

**_"Hmmm… Understood….What are its effects?"_** He asks curiously. **"So far he is experiencing rapid healing, increased muscle mass, an incredibly fast metabolism, increased height and testosterone levels…. In his current condition, I am unable to confirm the upper limits of his strength. His voice has even dropped at least an octave."** She responds.

**_"Fascinating…"_** he replies. **_"I would like to examine our subject for further research."_** the un-identified voice adds. **"When we get to the nearest city we'll brief the authorities of our tragic loss in the congo jungle, tend to his wounds, archive the collected data and…"** Mariah says before being abruptly interrupted. **_"Nope….. you… will…. not."_** He commands. She scrunches her face in confusion and surprise. **_"This envoy will take you and the Russian to a private air strip four hundred kilometers west from your present location."_** He continues.

Before he ends transmission, the voice concludes. **_"You're coming here…. to New York City."_**

* * *

**#AuthorNotes: _What do you guys think of the developing story so far? I hope you all are ready for Act 3 ! _**


	3. Act 3: Limitations

#AuthorNotes: **_Hey everyone! I'm back with another action packed, nail biting, drama-filled chapter! lls. I'd like to thank everyone for reading so far and also would like to give a shoutout to DaKillx10 for the fav and Truespiderman13 for the review! I appreciate the feedback and the story follows! Without further adieu... _**

**_Enjoy! _  
**

* * *

**Act 3: Limitations**

**T**he tantalizing aroma of eggs, bacon, and buttermilk waffles fill the house of Ben & May Parker.

The loud **CLANK!** of glass plates roughly scattered on the kitchen table can be heard as Aunt May struggles to fix her television set. **"Ohhhh rats! …Stupid thing!"** she groans to herself. May smacks the side of the TV; hoping brute force would remedy her difficulties. She shouts upstairs to her nephew **"Peter!"**

Peter stumbles out of his bedroom, still wearing his clothes from the night before. His wrinkled shirt is half tucked into his jeans and his wild spiky hair lay flat on one side and bushy on the other. Pete was clearly not ready to start his day this early. **"Cool your horses May Parker… I'm….*yawn* ..I'm coming…" **he mumbles as he walks down the stairs, entering the kitchen. **"The antenna thingy on this set box won't work!" **Aunt May replies, annoyed. Peter laughs to himself at her cute frustration. He understands how at her age a lot of twenty-first century technology could be confusing and a bit misleading at times. **"Its an HD TV Aunt May. It doesn't use a physical antenna like in the olden days… Have you been smacking it again?" **he asks chuckling.

Aunt May answers mischievously. **"Maybe…" **Peter presses a button on the side of the large television and changes its settings to video. The screen flashes on displaying the morning news as Peter walks over to the stove and prepares his breakfast plate. **_"CNN news reports the George Washington Bridge Bombing was orchestrated by senior special effects coordinator Quentin Beck…"_** the news anchor announces. **_"Quentin Beck plotted to assassinate super star Ted Lions in hopes to become his replacement for the leading role in this summer's anticipated block buster film… apparently, Beck had Hollywood spotlight ambitions of his own…"_** Aunt May pulls a chair out for Peter at the kitchen table as she watches the broadcast.

**"Jealousy… its like a disease. It gets inside you and tears you apart…"** Aunt May preaches. **"And to think… the two of them used to be close friends…" **she continues. Those words penetrate Peter's heart as he thinks back to the poisonous friendship with his trusted childhood friend Harry Osborne. He would've never guessed in his wildest dreams that Harry of all people would be the one who would murder the love of his life and take Gwen away from him forever. Peter immediately loses his appetite, stops eating and places his fork down. **"Its amazing how the ones closest to you, hurt you the most"** Peter says regretfully.

**_"In other news… millionaire philanthropist Wilson Fisk- head of Fisk industries will be holding a press conference this morning in regards to a breakthrough with his company's newly developed Amphibious Transport Prototype and DARPA Guided Sniper Round! ..This could propel Fisk Industries as the Leading Competitor to NYC's top technological giant… OSCORP…" _**the anchor announces, displaying several shots of the incredibly large, bald headed man in an Armani tailored suit speaking with the 's eyes are glued to the TV screen as the news reporter continues. "**_It appears these projects have not yet been cleared by the FFHA but Fisk hopes the board will consi…" _**Aunt May hits Peter on the shoulder.

**"Young man… what is the deal with you and that nice girl, Liz Allen? Are you taking her seriously?" **she inquires. **"Not now Aunt May I just cant.."** Peter interrupts. She looks at him with concern **"Its been almost 2 years and I know you're still grieving over Gwen… If anybody knows the feeling, it's me dear. After your Uncle Ben passed my world was turned upside down. Luckily for you… you have a good friend on your side to comfort you. I didn't have that… I was alone… and still am alone to this day." **

Peter places his hand on Aunt May's palm in effort to console her. He hadn't realized how isolated she's been all this time. She hides it so well with her encouraging smile. Peter never stopped to think if his Aunt ever needed a shoulder to lean on in her lonely nights. He attempts to lighten her mood with his sense of humor. **"What is this I hear May Parker? …Does May need to get her Groooooooove back? …I'll post a HOT pic of you on and I betcha thirty dollars all the old Casanovas will come running!"** Peter says chuckling. Aunt May burst into laughter, blushing. **"Ohhhh Peter! You're so silly."** She continues. **"Don't try to change the subject! …I see the way she looks at you, you THINK she's just a friend, but she wants more."** Peter interjects **"Bu..But…I…" **

Aunt May counters his attempted response. **"…But nothing Peter Benjamin Parker! I know you… I changed your soiled diapers when you were a baby and kissed your scars when you were a toddler! I KNOW when you're Bullshitting me."** Aunt May replies. Peter is taken aback by his Aunt's vulgar language. He rarely ever heard her curse… unless she was dead serious.

**"All I'm saying is…. Be honest with her… don't let your pain build a wall around your heart. ..Sooner or later, you're gonna have to let someone back in." **Peter grabs his books and begins to stuff them into his backpack. **"You're right Aunt May."** Peter responds. As he closes his backpack, he grabs his phone and turns to leave. Aunt May gently clutches him by the arm before he can walk out. **"Remember dear….Hurt People… are the first ones to hurt people…" **Their intense moment is disturbed as Peter's cell phone rings loudly. He looks at the incoming call relieved as he responds **"Literally saved by the bell." **sarcastically under his breath.

He looks up at his aunt smiling. **"Ummm.. I gotta take this call, it's that Job I was telling you about… Ya know, official Daily Bugle businesssss."** he responds jokingly. As soon as he answers the call, a booming voice screams his ear completely off **_"PARKER! DID YOU SEE THE NEWS?!"_**

Peter attempts to recover from the deafening shouts. **"Uhh…Ye -" **he replies before the loud voice cuts him off. **_"GOOD! I NEED YOU DOWN AT THAT PRESS CONFERENCE A-S-A-P! GOT IT?!" _**That was definitely not apart of the schedule he had planned for the day. Peter attempts to contest his employers command **"J.J. -I can't! ..I have class today at ESU… I have an exam to study for and I'm supposed to…"** the boisterous voice quickly interrupts again **_"THIS IS BREAKING NEWS! GET THOSE PICTURES OR YOU'RE FIRED!"_** Aunt May hears a loud **"CLICK!"** followed by a **BEEP!** from the caller rudely hanging up in Peter's ear. **"Do I need to go up to that office and have some WORDS with that mean old man?"** May offers defensively. Peter kisses her on the cheek **"Not at the moment… but I might take you up on that offer one day!"** he replies as he rushes out of the door to start his morning.

* * *

Police choppers and news helicopters from every major broadcast and publication converge around the beautiful sunlit sky scrappers of downtown Manhattan. A large population of media, reporters, news vans, civilians and paparazzi swarm the New York met gala entrance. Its grand architectural design compliments the tone of an impressive Roman-like coliseum. Police and Special Security Teams guard each opening, combing the premises for any possible hostile activity.

Across the street from the press conference facility stands a substantial group of protesters with picket signs attesting to the human rights the philanthropist's proposed technology would impede upon. Inside, the press conference begins to boil with controversy as tempers rise. **"Fisk Industries is pioneering a new age of tactical and defensive weaponry in this digital age of terrorism, both foreign and domestic."** bolts the powerful baritone voice of Wilson Fisk as he stands before the large arena of various dignitaries and esteemed guests.**"My mission is to provide an efficient product that can prevent loss of life with half the effort of the brave predecessors in our country's inspiring patriotic history." **his poise is as commanding as a titan, yet his articulation is as eclectic as a scholar.

As he pace about the stage, Fisk grasps his jeweled rod assuming the stature of a slight handicap in his limp. However- his jasmine colored ruby diamond, encrusted gold plated walking cane, enriches even that imperfection.

**"Do you truly believe placing artificial intelligence….or pretty much… robots inside of a weaponized mechanical, animal like-transport vehicle is really the answer to loss of life in the call of duty!?" **shouts one media correspondent. **"…And… remote control sniper bullets that can curve at will and spin corners to reach unidentified targets?" **shouts the protest of yet another news reporter armed with recording devices, cameras and microphones. Wilson Fisk belts out a hearty chuckle in response. **"May I reiterate? These concepts are currently in PROTOTYPE stasis. Therefore, standard field tests are currently being initiated as we speak to ensure the adequacy and safety of all parties involved."** Wilson eloquently details.

In the front lobby Peter rushes into the entrance of the building, waving his "press" badge to the opposing guards. As security lets him through he jogs past a familiar face. A long brunette haired woman in a black skirt and suit blazer stands at the doorway of the press conference room.

Knowing he should be focused on snapping pictures of the event, Peter feels a curious itch to back track and approach the woman. He stands beside her uncertain. **"Uhh… Excuse me? Do I know you?"** he asks the attractive young lady as they both watch the conference, Peter snapping a few candid shots of Wilson Fisk taking questions from the aggressive audience. **"No… actually, you don't know me but we've met before."** the woman responds. **"Can you jog my memory? I know I know you from somewhere but I can't place the name with this face…"** Peter replies. She looks at him oddly, a bit confused by a portion of his commentary. **"THIS Face? ….what do you mean? …THIS?" **she says offensively.

Peter turns his camera lens in her direction and snaps a photograph of the sultry young woman. **"I meant…. THIS as in…." **he leans over closer to her and shows her a screen shot of the picture he just took of her. **"….A face as beautiful as THIS! …Look at your bone structure. It's awe striking. The radiance of your baby blue eyes; complimented by the strands of brunette in your hair. That curve in those lips when you're unsure of something.." **Peter continues, drawing his gaze from the camera's display and looking her in the eyes. **"As a photographer, I take a lot of pictures of a lot of people and I must say… you're symmetrically PERFECT. Why wouldn't it bother a man to not at least know the name of a face so unforgettable?" **he concludes, flirting.

The woman is speechless. Flattered by his words, her mood shifts from its previous defensive manner to total infatuation. She had been used to guys hitting on her and calling her "beautiful" her whole life. It always seemed so chauvinistic, generalized and fake. He however, complimented her beauty in a smart, genuine, creative, respectful and intellectual way. It was something about this thin, spiky haired nineteen-year-old young man that was "different" than what she was used to. She gazes back into his eyes, distracted by her thoughts and honestly whispers **"Felicia…" **Peter responds, **"I'm sorry?" **Not sure what she mumbled. She regains her composure and asserts herself. **"Felicia Hard- ehhh.. Harwell."** She answers. **"…And we've met before at OSCORP."** She continues.

Peter smiles. **"Sooooo.. Ms Harwell, what brings you to this boring press conference?"** he says while snapping a few more pictures of the press conference. **"Well- the first reason is because I happened to be the area and thought I'd check out what this fat rich guy was selling…" **Felicia responds giggling. Peter inquires **"How'd you get in? This place is sealed up like Fort Knox!"** He replies. **"I have…. connections." **Felicia answers. **"Secondly- I'm looking for a new job… As you probably know, my boss Mr. Osborn is locked up in a psychiatric ward." **She sighs uncomfortably. **"What good is an executive assistant without an executive to assist right? The new chairman of OSCORP fired me after that whole ****_Goblin_**** fiasco." **Peter painfully responds. **"I know… I umm… well…. That girl that Harry… I mean Mr. Osborn was on trial for?"** Peter continues, feeling his emotions slipping **"…That was my girlfriend... He killed her…my Gwen."** He says, fighting back tears.

Felicia notices his eyes begin to slightly water but a tear does NOT drop as he tries to _"Man Up"_ while describing the vicious crime. Of course now was not the time or place to get all mushy and emotional but with everything that has been happening lately, frankly, he'd been overwhelmed with constant reminders of the horrible night that forever changed his life. **"Oh my god."** Felicia responds. A rush of sympathy compels her. She immediately grabs Peter and embraces him, forgetting she barely even knows him. **"I'm so sorry to hear that… I had no idea! I knew Gwen… She was such a nice girl with a VERY promising future. She used to talk about her boyfriend all the time at work and how happy she was! …You… YOU must be Peter!"** she says in a moment of realization. She pulls away from their embrace and looks him in the eyes. **"…Peter Parker….. Wow." **she continues, placing her hand over her mouth in shock.

At that very moment within the conference arena, Wilson Fisk announces **"Ladies and gentlemen… That will conclude today's press statement. If you all have any other inquires, please contact my public relations liaison. …And remember our mantra here at Fisk Industries… It is not about the PROBLEM but the POSSIBILTIES we can achieve through the power of science! …Thank You."** the burly man says before exiting the stage in a barrage of paparazzi camera flashes and shouts of media correspondents attempting to grasp his attention. He steps down the platform aided by his security team and is escorted out of the side entrance of the arena.

Peter ignoring his feelings and gets back to doing his "job" of capturing candid shots of the events as they occur. **"I guess it's over… the fat man has sung!"** he says jokingly, attempting to lighten the mood. Felicia responds awkwardly **"Listen…. I don't mean to be rude… and I honestly don't even know if this is appropriate… but…. Did you want to get a cup of coffee this evening?"** She replies, catching him off guard. **"I know what you're going through…. Actually… what we're BOTH going through currently… is a lot." **

Shocked, Peter lowers his camera at a lost for words. She places her hand on his shoulder. **"My father always told me, no one should have to carry the weight of the world on their shoulders."** Peter stumbles over his words **"Uuuhhh…. Ummm…. I don't kn…Ehhh.."** he replies, scratching his head uncertain. She continues, cutting him off **"Meet me at the Latté Café on 7****th**** street at 8:00pm. We can talk… let some steam off… Ya' know, get some of that weight off your chest. Plus, I'm a good listener!"** Felicia says with a smile. **"I know we don't really know each other but… She spoke the world of you. It's the least I can do… for Gwen's sake." **Peter finally submits to her suggestion **"Okay… 8pm it is Ms. Harwell!"** he says extending his hand. **"Great! See you tonight!"** Felicia replies optimistically.

The two shake hands in the unspoken union of friendship.

* * *

Wilson Fisk exits the building into the back of a black luxurious stretch limousine, parked in the alley of the met gala facility. His security guards enter black range rovers behind him. The vehicle leaves the alley and pulls into the street as people wave, cheer and praise the esteemed entrepreneur. Fisk presses an automatic button from the interior of the vehicle, rolling down the car window. He extends his hand from the opening and kindly waves back at his supporters, humbled by their warm reception.

**"Fucking Idiots…."** Fisk says in a venomous tone as he rolls up the tinted window and leans back in the plush leather limo seats. **"I told you this would work."** replies the British accent of Alistair Smyth, sitting across from him in the vehicle. He pours a glass of vodka and passes it to his new employer. **"Here you are boss."** Smyth generously says. Fisk ignores the glass offered and reaches over, picking up the vodka bottle instead. He cracks it open with his mammoth-like hands and takes a sip. **"It hasn't worked YET… Smyth."** Fisk replies. **"However, I am pleased to bring aboard OSCORP's director of technology and logistics... As my silent partner, you'll single handedly assist me in tearing down the remains of Norman Osborne's empire… Using his own damn inventions!" **Wilson Fisk bellows out a booming chuckle.

**"In other business…. How are my ADDITIONAL ventures fairing?" **he asks. Alistair Smyth pulls out his touch screen tablet and pulls up a holographic projected spreadsheet of data. **"Gambling up by 48%, Weapons sales and Protection rose to 52% this week, Theft increased by 32%, and Prostitution profits are up by 76% sir." **Smyth proclaims. **"Good… every true entrepreneur knows the importance of MULTIPLE streams of income"** Fisk replies as he passes the empty vodka bottle to one of his guards and wipes his mouth well mannered and properly with a handkerchief. Smyth continues **"There is also the matter of the Bertonelli crime family, sir… Ricky Bertonelli has agreed to pay the ransom for his wife we kidnapped."** Alistair informs his boss. **"Excellent…" **Fisk replies, rudely stuffing the soiled handkerchief into the suit pocket of one of the security guards.** "…We had fun with her last nigh-"**Wilson Fisk answers before his sentence is interrupted by gunfire. **"BBBBRRRAAATTTT-TI-TAT-TAT!" **echoes the screams of machine gun blasts as a cluster of bullets rain against the door of the limousine.

Two trucks containing masked men pull up beside Wilson Fisk's vehicle on both sides. Smyth shouts sarcastically over the sound of bullets **"Annndddd… these gentleman here… are Bertonelli's men!"** he says. The range rover trucks containing Fisk's security team are taken out as the expert marksman in the Bertonelli gang shoots out the tires. One range rover is sent sprawling into the side of a building as the other is flipped into the air on top of another car, indisposed. Innocent civilians scatter for cover, some pulling out their phones to capture the maniacal moment.

Wilson Fisk gets up from his seat and opens the small window within the limo separating the driver from the passengers and shouts at his chauffer. **"Pull into an alley immediately! I cannot have THIS on the 6 o'clock news!"** he yells. The driver complies, dodging through traffic of the busy Manhattan streets with the two enemy vehicles trailing behind. Expertly piloting the vehicle, the driver runs a red light at an intersection and darts into an oncoming alley between two sky scrapers. Unexpectedly in attempts to lose their assailants, the alley ends with a brick wall with no exit. **"Dead end."** One of the guards in the limousine replies. Fisk looks at him with a sharp gaze **"You're going to get out of this damn car and KILL these imbeciles… or you all are Dead Meat!"** Fisk answers, annoyed. **"Yes sir!"** The two remaining guards shout as they get out and open fire on the Bertonelli gang pulling into the alley, parking their vehicles. **"Those two are not enough! Our resources are limited!" **Smyth screams out in fear.

Wilson Fisk leans back in his seat and clutches his diamond cane, looking at Smyth. **"My success is inevitable under any circumstance…" **He turns his eyes towards the dying men outside and replies.

**"I am the Kingpin of Crime…boy… I have no limitations."**

* * *

#AuthorNote: _**Guess what Felicia's real name is? lol. Thanks for reading. See ya next chapter Spidey fans! - Kali **_


	4. Act 4: Black & White

**Act 4: Black & White**

**N**ight falls upon the immense city of Manhattan.

The ambiance of heavy traffic cluster, angry cab drivers, and pushy executives birthed from the hustle and bustle of the big apple's infamous business class is slowly replaced by the intense atmosphere of ultraviolet lights, hypnotic music rhythms, couples out to dinner, and the exhilarating optimism of the New York City night life.

As Spider-Man swings gracefully above the spectacle of the city, he often is lost within its captivating grasp**. "Whoooooooo!"** He shouts out as he launches himself high into the air allowing his body to free-fall into the lights below. He clinches a nearby flagpole and flips himself around until he is perched upon it like an eagle. Within seconds, he uses the bounce of the pole to spring forward into an impressive side-winding summersault as he shoots webbing from his wrist while swinging above the excited citizens. Several people point to the sky in amazement, cheering in awe of the young hero. **"Go Spidey!" **A husky off-duty construction worker yells, raising his half eaten hoagie sandwich to the sky in approval. **"I Love You!" **shouts a young college girl clutching her chest, swooning with infatuation.

These were one of the few precious moments Peter could truly feel free. Unshackled by the weight of guilt, depression and regret; he could breathe again. In these moments with the intensity of air whisking across his masked face at sixty stories above the earth, he could feel as close to the heavens as humanly possible. -And in those moments spent within the heavens he could feel just a little bit closer to his blonde haired fallen angel.

In mid swing, Spider-Man propels himself high above the skyscrapers landing on a rooftop near New York's famous Chrysler building. He walks towards the edge of the adjacent structure and catches a glimpse of the OSCORP building in the distance, standing high with the presence of a concrete metal titan in the middle of the city.

Instantly, his head rings with the imminent buzz of his spectacular _"Spider Sense"_ warning him of danger. Similar to a super sixth sense- Spider-Man's focus and attention is immediately drawn to the direction of the disturbance. He watches as a dark figure scales the buildings of Manhattan several feet away, hidden in the shroud of shadows provided by the night. **"Just when I thought I'd finish up in time to catch a little cup of coffee…" **Spider man says to himself, annoyed. **"Ya know? That's all I ask…just an over-priced venti frappuccino with caramel and whipped cream… in a cup that's small enough to fit The Lizard's IQ.." **He continues. Under the guise of night, the young hero leaps across several buildings and silently peruses the ninja-like suspect. **"I meet a nice girl… agree to meet up in like… 10 minutes from now… and I can NEVER seem to be anywhere I say I'll be ON TIME." **Spidey mumbles under his breath, disturbed by his unlucky social etiquette but compelled by his heroic responsibility.

The dark figure darts across the rooftops gracefully with amazing stealth in the direction of the illuminated Chrysler building. Spider-Man observes the suspect's abilities as he follows closely. **"Wow… this person was clearly trained by Yoda and the Jedi Masters"** Peter jokes. The person stops at the edge of a building directly in front of the skyscraper. Spidey stops in his tracks. The ninja reaches behind and pulls out a weapon from its backpack.

Spider-Man can hear the loud **"CLICK-CLACK!"** sounds of the hand gun cocking back as the figure points upward in the direction of the glass windows encasing the facility. Just before the gun fires, Spidey readies his position preparing himself to leap out and grab the assailant before they assassinate their target. However, when the gun goes off, it is surprisingly not a round of bullets but a steel cable connected to a grappling hook. The metal hook launches into the sky connecting to the concrete frame high above within the protruding spikes extending from the rooftop. The figure tugs at the steel cable to assure its stability and swings into the air, landing on the side of the Chrysler building. **"Hmmph!"** Spider-Man says as he watches the ninja climb the enormous skyscraper. **"I wonder if he carries a Light Saber in that backpack too?"**

The chopper sound of an approaching helicopter can be heard in the distance as the ninja moves faster upon the buildings surface to avoid detection. Once close to the top, the building mechanically opens up, extending seven floors down revealing a secret landing pad. Spider-Man is utterly amazed watching from his view as the entire top half of the Chrysler building breaks apart and extends outward to receive the helicopter **"Oooookayyyy… I suddenly feel like I'm watching an episode of those transforming robots.." **Spider-Man replies in awe** "...Skyscrapers in disguise." **Three suited men exit the helicopter escorted byheavily armored, masked and fully weaponized bodyguards unaware of the intruder hanging from above. The intruder clings to the surface and pries open the covering for the facility's ventilation shaft. As the upper side of the building closes back to its original position, the ninja slips into the air duct entering the facility un-noticed. Spider-Man leaps into action, swinging after his target.

From inside the vents, Spider-Man crawls along the metallic surface silently. He continues to follow attempting to make out the identity of the masked, baggy clothed, darkly dressed intruder. His _"Spider Sense"_ once again rings out diverting his attention is immediately in the direction of potential harm. Spider-Man's pursuit is side tracked by the sound of gun shots echoing from the corridor outside of the passing vent. He peaks through an opening in the ventilation duct to the sight of a room full of marksmen being trained in brutal assassination tactics and emergency response procedures.

Several of the marksmen viciously fire automatic rounds at a plastic human-like replica, more tackles the plastic dummies in a choreographed nick slicing technique while others perfect their hand-to-hand combat skills. **"Sheesh! …These guys look like they're getting ready for a WAR!"** Spider-Man whispers.

He crawls up a bit further to another opening and gazes through the vent of the next room. A tall, slinder male scientist in a white lab coat presses a series of codes on the computer interface of a wall. The wall opens and reveals a glass chamber encased with an unconscious muscular man strapped down within its glass contents. His pale-green skin is detailed with scales descending down both sides of his arm. A brunette haired female scientist with glasses enters the lab **"Any change in status?"** She inquires confidently. **"Lets see…"** the male scientist replies as he approaches the chamber. He lightly taps on the glass surface of the container. The creatures eye lids shoot open immediately revealing yellow eyes filled with darkness and savagery.

Peter pulls up the fabric of his spider costume near his waist, grabs a miniature camera and snaps shots of the scene. **"Looks like somebody wants to pick up where OSCORP left off…"** Spider-Man whispers. Continuing his path, Spidey crawls through the air dust shaft realizing that in his investigation of the facilities illegal activities, he'd lost track of the intruder. He finds garments of dark clothing as he turns the corner. The suspect's baggy pants and shirt with a discarded grappling gun lay scattered along the surface leading a trail towards a forced opening in the vent shaft ahead.

Within an enormous upscale room are priceless relics and artifacts displayed in their entire splendor. From across the room a large ruby red jewel sits perched upon silk cloth within gold plated glass casing. A figure emerges from the shadows strutting with the seductive walk of confidence as the moonlight seeps through the windowed ceiling revealing skin tight black leather clinging to the a body of feminine curves. Two combat knives are holstered and strapped to both sides of her long statuesque legs, while a silver plated utility belt hangs from her curvaceous hips right below her soft- yet muscularly toned stomach. A deep opening in the fabric of the costumes upper torso leaves her cleavage exposed as the moonlight glistens on the smooth milky skin encompassing her full breasts.

Spider-Man watches through the ventilation opening realizing his "ninja" was not at all what he expected. She approaches the jewel with a lipstick sized laser weapon melting a small whole within the glass casing.

Once stepping into the light shining above the pedestal the jewel sits upon, her face can finally be seen. Her captivating blue eyes gaze though a black slender mask as her long white hair falls upon her gorgeous face. She uses her white-gloved hand to whisk the strands of ivory hair away to clear her vision as she reaches for her prized ruby. Her retrieval is interrupted by the sound of web shooters.

**"THWIP!" **Instantly her hand is covered in webbing. **"Ah-Ah-Ahhhh…" **declares a voice from above. She turns around and furiously looks up as Spider-Man descends upside down from a web line.** "That doesn't belong to you!"** He states. As he inches down closer she stares at him intensly. A smirk comes across her lips and with cat-like reflexes she kicks Spider-Man square in the face. The force of the blow knocks Spider-Man from his web line into a tall historical Trojan statue. **"Ummmm….Okay… Owww."** He responds in pain as he attempts to recover.

She reaches inside the case, grabs the jewel and turns to Spider-Man. **"…And who do you THINK this jewel belonged to before the scum bag who owns this place STOLE IT from my father?"** The fem fatale rhetorically inquires as she walks slowly toward him. **"Yeah? …well, two wrongs don't make a right!"** Spider-Man replies getting up to his feet and thrusting thick strands of webbing towards her. The woman strategically dodges each line of webbing twisting, weaving and turning elegantly out of the way of each line of fire. She leaps toward him punching wildly with one hand while holding the jewel in the other. Spider-man avoids the attack grabbing her by the wrist and spinning her around then twisting her arm. He pulls her close and tries to pin her against his chest to prevent her from moving. With her legs still free, the woman uses her high-heeled feet to push him into a nearby pillar, pinning them both to the wall.

A faint ray of moonlight shines from the ceiling onto the couple as they realize the rather exotic situation they have found themselves in. Being slightly taller than her, Peter tries not to become distracted while looking down at her with her voluptuous cleavage and pushes any un-pure thoughts from his mind. **"Look! ..uuhhhh…ummm. Ninja Chick!" **He responds,** "…I don't know WHO you think you are, but my aunt told me when I was a kid that I should never hit a girl!" **Spider-Man continues pressing the aggressive woman tighter against his muscular torso as she struggles to break loose. She could tell he was attracted to her; _all men are_ she thought to herself. Recognizing the uncertainty in Spider-Man's voice she quits struggling and uses a different method. She turns her head upward towards him to stare the young hero in the eyes of his webbed designed mask **"Girl? …Hmph!"** she replies confidentially.** "I am all… WOMAN…" **she whispers as she places her hand gently on the side of his inner thigh. Spider-Man jolts back slightly, surprised but still maintaining his grip.

**"What the hell? …wha…what are you doi?" **he confusingly protests as she runs her fingers from the outer portion of his leg to his inner thigh making seductive eye contact as she goes. She presses her back and buttocks even closer upon him and runs her finger towards his crotch before seductively grabbing at his private area. **"Whooaaaaa! NO! …No we're not doing THAT!"** Spider-Man shouts as he becomes side tracked by the violation, releases his grip. She smirks sarcastically, grabs him by the arm and flips Spider-Man over her shoulder into a table sized glass container holding a historical map. Debris shatter everywhere as the buxom beauty stands over him tauntingly. **"I'm the Black Cat… little spider."** she proclaims. **"Anyone who crosses my path the wrong way... is one unlucky motherfu%er!" **

The building becomes alerted to the noise the two combatants have stirred up and armed guards begin to storm the hallways of the facility. Stomping boots can be heard clattering in the distance as Spider-Man attempts to rise to his feet and recover from his fall, again. **"Stop right there!" **shouts an armored guard accompanied by his partner as they enter the room with guns drawn. Both Spider-Man and Black Cat stand beside each other putting their hands in the air in compliance. **"Fellas, fellassss!" **Spidey says to the guards relieved.** "… It's not what you think… See, I'm the good guy! …I was trying to stop thi-"** Spider-Man is interrupted by a hail of bullets as the two guards open fire immediately. **"Kill Them!" **shouts the other guard as Spider-Man and Black Cat take cover behind various pieces of furniture and casings.

**"These men KNOW who you are spider! …Just because they LOOK like law enforcement doesn't mean they serve and protect!"** shouts Black Cat from behind a metal table carrying rare sculptures being chipped away by the force of hot bullet shells. **"This is the real world kiddo! …There IS no one who is all the way good or evil… human nature is naturally a grey area!" **she continues** "You HERO types always look at things in black and white!"** she yells to him. Spider-Man peaks from behind the pedestal of a shattered jewel case trying to avoid gunfire. **"Ha! ….Says the chick in the BLACK and WHITE skin tight pajamas!"** he sarcastically replies.

The two men both run out of ammo and stop for a brief moment to reload clips. When they look up- the young hero and the feline intruder descend upon them. Spider-Man punches a guard in the jaw instantly fracturing the bone as Black Cat leaps into the air kicking the other in the torso, cracking his ribs and knocking the wind out of him. Both men drop to the floor in excruciating pain.

Spider-Man sprays webbing on the guards wrapping them in a bundle. **"That was easy!"** he says as he shoots another line into the ceiling, connecting it to the tied up guards and hoisting them high into the air like a piñata. **"I've never fought along side someone before… it cuts the work in half by at least thirty percent!" **Spidey quips. Black Cat darts her eyes menacingly at him**. "Ummm.. forty percent?" **he says as she stares at him still offended. **"Okayyy… maybe… just maybe, you helped by like fifty percent…. but I tied up the goons!" **Spider-Man concludes before his head is rocked once more by the tingling of his _Spider-Sense_.

Their juvenile argument is met with the ammunition **CLICK-CLACK-CLICK-CLACK-CLICK!** clamor from an entire mob of guards consisting of forty heavily armed mercenaries. Spider-Man and Black Cat freeze in their place as they feel the floor beneath them shaking. Heavy stomps can be heard entering the door way behind the guards as the two brace themselves for what may come. Black Cats eyes widen as an enormous twelve foot tall metal mech-armored robot piloted by Alastair Smyth armed with missile launchers, a razor sharp spiked metallic tail and two multi-barreled automatic Gatling Guns on each arm emerge into the corridor. **"Ah! ..Spider-Man, its good to see you! ..Allow me to introduce you to…" **Smyth continues as he steps forward locking and arming his missiles.

**"…The Spider-Slayer."**


End file.
